Rare Element investors back board, pay and auditor

Q: What was the shareholder turnout at RARE ELEMENT RESOURCES LTD (REEMF)'s 2026 annual meeting?

Shareholders representing 550,187,499 common shares were present in person or by proxy, which was approximately 85.3% of the 645,368,390 shares outstanding and entitled to vote as of the July 2, 2026 record date.

Q: How many directors were elected at REEMF's 2026 annual meeting and with what support?

Shareholders elected seven directors. Each nominee received over 502 million votes in favor and roughly 3.3–4.1 million votes withheld, with 44,167,171 broker non-votes recorded for each director.

Q: Did REEMF shareholders ratify the appointment of Haynie & Company as auditor?

Yes. The appointment of Haynie & Company as independent registered public accounting firm was ratified with 547,031,719 votes for, 2,408,783 votes against, and 746,997 abstentions.

Q: How many REEMF shares were outstanding and entitled to vote at the 2026 meeting?

As of the July 2, 2026 record date, there were 645,368,390 common shares of RARE ELEMENT RESOURCES LTD outstanding and entitled to vote at the annual meeting.

RARE ELEMENT RESOURCES LTD (REEMF) reported the results of its 2026 annual shareholder meeting held on August 26, 2026.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

RARE ELEMENT RESOURCES LTD (REEMF) reported the results of its 2026 annual shareholder meeting held on August 26, 2026. Three proposals were presented, and all received shareholder approval. As of the July 2, 2026 record date, 645,368,390 common shares were outstanding; 550,187,499 shares were represented in person or by proxy, about 85.3% of those entitled to vote.

Shareholders elected seven directors, each receiving over 502 million votes in favor and approximately 3.3–4.1 million votes withheld, with 44,167,171 broker non-votes for each nominee. They ratified Haynie & Company as independent registered public accounting firm with 547,031,719 votes for, 2,408,783 against, and 746,997 abstentions. On a non-binding advisory basis, shareholders approved named executive officer compensation, with 494,734,908 votes for, 4,431,735 against, 6,853,685 abstentions, and 44,167,171 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding entitled to vote: 645,368,390 shares Shares represented at meeting: 550,187,499 shares Participation rate: 85.3% +3 more

6 metrics

Shares outstanding entitled to vote 645,368,390 shares As of the July 2, 2026 record date

Shares represented at meeting 550,187,499 shares Present in person or by proxy at August 26, 2026 meeting

Participation rate 85.3% Shares present as a percentage of shares outstanding and entitled to vote

Votes for auditor ratification 547,031,719 votes Ratification of Haynie & Company as independent registered public accounting firm

Votes for say-on-pay 494,734,908 votes Non-binding advisory approval of named executive officer compensation

Broker non-votes on director elections 44,167,171 votes Same broker non-vote count for each director nominee

Key Terms

broker non-votes, independent registered public accounting firm, non-binding advisory basis

3 terms

broker non-votes financial

"Broker Non-Votes 44,167,171"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"appointment of Haynie & Company as the independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory basis financial

"Approval, on a non-binding advisory basis, of the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

FAQ

What was the shareholder turnout at RARE ELEMENT RESOURCES LTD (REEMF)'s 2026 annual meeting?

Shareholders representing 550,187,499 common shares were present in person or by proxy, which was approximately 85.3% of the 645,368,390 shares outstanding and entitled to vote as of the July 2, 2026 record date.

How many directors were elected at REEMF's 2026 annual meeting and with what support?

Shareholders elected seven directors. Each nominee received over 502 million votes in favor and roughly 3.3–4.1 million votes withheld, with 44,167,171 broker non-votes recorded for each director.

Did REEMF shareholders ratify the appointment of Haynie & Company as auditor?

Yes. The appointment of Haynie & Company as independent registered public accounting firm was ratified with 547,031,719 votes for, 2,408,783 votes against, and 746,997 abstentions.

How did REEMF shareholders vote on executive compensation in 2026?

On a non-binding advisory basis, shareholders approved the compensation of named executive officers with 494,734,908 votes for, 4,431,735 against, 6,853,685 abstentions, and 44,167,171 broker non-votes.

How many REEMF shares were outstanding and entitled to vote at the 2026 meeting?

As of the July 2, 2026 record date, there were 645,368,390 common shares of RARE ELEMENT RESOURCES LTD outstanding and entitled to vote at the annual meeting.

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Available on EDGAR 08/28/2026 - 03:10 PM Accepted by SEC EDGAR 08/28/2026 - 03:09 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2026

RARE ELEMENT RESOURCES LTD.

(Exact name of registrant as specified in its charter)


British Columbia, Canada	001-34852	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)


P.O. Box 80 Firestone, Colorado	80520
(Address of principal executive offices)	(Zip Code)


Registrant’s telephone number, including area code:	(720) 278-2460

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.07	Submission of Matters to a Vote of Security Holders

On August 26, 2026, Rare Element Resources Ltd. (the “Company”) held its 2026 annual meeting of shareholders (the “Meeting”). At the Meeting, three proposals were submitted to the shareholders for approval as set forth in the Company’s definitive management information and proxy circular filed on July 13, 2026. As of the record date (July 2, 2026), a total of 645,368,390 common shares were outstanding and entitled to vote. In total, 550,187,499 common shares were present in person or represented by proxy at the Meeting, which represented approximately 85.3% of the shares outstanding and entitled to vote as of the record date.

The votes on the proposals were cast as set forth below:

1.Proposal No. 1 – Election of Directors. The shareholders elected the entire slate of directors presented to the shareholders. As a result, the Company’s board of directors consists of the seven persons elected at the Meeting.

Name	For	Withheld	Broker Non-Votes
Gerald W. Grandey	502,735,484	3,284,844	44,167,171
Craig S. Bartels	502,145,653	3,874,675	44,167,171
Barton S. Brundage	501,957,899	4,062,429	44,167,171
Nicole J. Champine	502,202,908	3,817,420	44,167,171
Paul J. Hickey	502,240,935	3,779,393	44,167,171
Kenneth J. Mushinski	502,103,707	3,916,621	44,167,171
Pamela L. Saxton	502,706,174	3,314,154	44,167,171

2.Proposal No. 2 – Ratification of the appointment of Haynie & Company as the independent registered public accounting firm of the Company until the next annual meeting of shareholders of the Company at an amount of remuneration to be fixed by the directors.

For		Against		Abstain
547,031,719		2,408,783		746,997

3.Proposal No. 3 – Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.

For		Against		Abstain		Broker Non-Votes
494,734,908		4,431,735		6,853,685		44,167,171

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 28, 2026


	RARE ELEMENT RESOURCES LTD.


	By:	/s/ Wayne E. Rich
	Name:	Wayne E. Rich
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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